Verastem to Acquire Cyclacel Pharmaceuticals for $115M
Ticker: BGMSP · Form: 8-K · Filed: Aug 22, 2024 · CIK: 1130166
Sentiment: mixed
Topics: acquisition, merger, healthcare, oncology
TL;DR
Verastem is buying Cyclacel for $115M, deal expected Q4 2024.
AI Summary
Cyclacel Pharmaceuticals, Inc. announced on August 19, 2024, that it has entered into a definitive agreement to be acquired by Verastem, Inc. The transaction is valued at approximately $115 million. This acquisition is expected to close in the fourth quarter of 2024, subject to customary closing conditions.
Why It Matters
This acquisition could lead to a significant shift in the oncology drug development landscape, potentially bringing new treatment options to patients if the combined pipeline proves successful.
Risk Assessment
Risk Level: medium — The acquisition is subject to customary closing conditions and regulatory approvals, which introduces a degree of uncertainty.
Key Numbers
- $115 million — Acquisition Value (Total consideration for the acquisition of Cyclacel Pharmaceuticals, Inc.)
- Q4 2024 — Expected Closing (Anticipated timeframe for the completion of the acquisition.)
Key Players & Entities
- Cyclacel Pharmaceuticals, Inc. (company) — Company being acquired
- Verastem, Inc. (company) — Acquiring company
- $115 million (dollar_amount) — Acquisition valuation
- August 19, 2024 (date) — Date of definitive agreement
- fourth quarter of 2024 (date) — Expected closing period
FAQ
What is the primary purpose of this 8-K filing?
This 8-K filing announces the entry into a definitive agreement for the acquisition of Cyclacel Pharmaceuticals, Inc. by Verastem, Inc.
Who is acquiring Cyclacel Pharmaceuticals, Inc.?
Verastem, Inc. is acquiring Cyclacel Pharmaceuticals, Inc.
What is the reported value of the acquisition?
The acquisition is valued at approximately $115 million.
When is the acquisition expected to close?
The transaction is expected to close in the fourth quarter of 2024.
Are there any specific conditions mentioned for the closing of the deal?
Yes, the closing is subject to customary closing conditions.
Filing Stats: 1,093 words · 4 min read · ~4 pages · Grade level 15.5 · Accepted 2024-08-22 16:15:57
Key Financial Figures
- $0.001 — ich registered Common Stock, par value $0.001 per share CYCC The Nasdaq Capital Ma
Filing Documents
- tm2422446d1_8k.htm (8-K) — 33KB
- tm2422446d1_ex16-1.htm (EX-16.1) — 3KB
- tm2422446d1_ex16-1img01.jpg (GRAPHIC) — 3KB
- 0001104659-24-091999.txt ( ) — 257KB
- cycc-20240819.xsd (EX-101.SCH) — 3KB
- cycc-20240819_def.xml (EX-101.DEF) — 26KB
- cycc-20240819_lab.xml (EX-101.LAB) — 36KB
- cycc-20240819_pre.xml (EX-101.PRE) — 25KB
- tm2422446d1_8k_htm.xml (XML) — 5KB
01. Change in Registrant ' s Certifying
Item 4.01. Change in Registrant ' s Certifying Accountants (a) Dismissal of Independent Registered Public Accounting Firm On August 19, 2024, the Audit Committee of the Board of Directors (the "Audit Committee") of Cyclacel Pharmaceuticals, Inc. (the "Company") approved the dismissal of RSM US LLP, ("RSM") as the Company's independent registered public accounting firm, effective immediately. On August 19, 2024, RSM was informed of such dismissal. RSM's audit report on the Company's financial statements for the fiscal year ended December 31, 2023, did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. RSM's audit reports on the Company's financial statements for the years ended December 31, 2023 and December 31, 2022, were prepared assuming that the Company would continue as a going concern and included an explanatory paragraph regarding the existence of substantial doubt as to the Company's ability to continue as a going concern as the Company did not and does not currently have sufficient funds to complete development and commercialization. During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through June 30, 2024: (i) there were no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with RSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RSM, would have caused RSM to make reference to the subject matter of such disagreements in connection with its reports on the financial except for the disclosure of the following material weakness in the Company's internal control over financial reporting which existed during the Co
01. Financial
Item 9.01. Financial (d) Exhibits Exhibit No. Description 16.1 Letter of RSM US LLP, dated August 22, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CYCLACEL PHARMACEUTICALS, INC. By: /s/ Paul McBarron Name: Paul McBarron Title: Executive Vice President-Finance, Chief Financial Officer and Chief Operating Officer Date: August 22, 2024